Exhibit 10.3


 


VOTING
AND SUPPORT AGREEMENT


 


This
VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 22, 2016, by and among Daseke,
Inc., a Delaware corporation (the “Company”), Hennessy Capital Partners II LLC (“Hennessy Capital
Partners II”) and the stockholders of Parent (as defined below) set forth on Schedule I hereto (such individuals together
with Hennessy Capital Partners II, each a “Stockholder”, and collectively, the “Stockholders”).
The Company and the Stockholders are sometimes referred to herein as a “Party” and collectively as the “Parties”.


 


W I T N E S S E T H :


 


WHEREAS,
as of the date hereof, each of the Stockholders “beneficially owns” (as such term is defined in Rule 13d-3
promulgated under the Exchange Act) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct
the voting of) the number of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Hennessy
Capital Acquisition Corp. II, a Delaware corporation (“Parent”), set forth opposite such Stockholder’s
name on Schedule I hereto (such shares of Common Stock, together with any other shares of Common Stock the voting power over which
is acquired by Stockholder during the period from the date hereof through the date on which this Agreement terminates in accordance
with Section 6.1 hereof (such period, the “Voting Period”), including any and all Common Stock acquired by
such Stockholder during the Voting Period pursuant to the exercise, exchange or conversion of, or other transaction involving,
any and all warrants issued to such Stockholder in a private placement that occurred prior to Parent’s initial public offering
(the “Warrants”), are collectively referred to herein as the “Subject Shares”);


 


WHEREAS,
the Company and Parent propose to enter into an agreement and plan of merger, dated as of the date hereof (as the same may be
amended from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions
set forth therein, a wholly-owned subsidiary of Parent (“Merger Sub”) will merge with and into the Company,
with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”), and each share of common
stock of the Company issued and outstanding immediately prior to the effective time of the Merger (other than Excluded Shares
and Dissenting Shares, if any) will be cancelled and automatically converted into the right to receive a certain number of shares
of Common Stock (such transaction, together with the Merger and other transactions contemplated by the Merger Agreement, the “Transactions”);
and


 


WHEREAS,
as a condition to the willingness of the Company to enter into the Merger Agreement, and as an inducement and in consideration
therefor, the Stockholders are executing this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained
herein, the Parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I


DEFINITIONS


 


Section 1.1 Capitalized
Terms. For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed
to them in the Merger Agreement.


 






     


     


    

 


ARTICLE
II


VOTING
AGREEMENT


 


Section 2.1 Agreement
to Vote the Subject Shares. Each Stockholder hereby unconditionally and irrevocably agrees that, during the Voting Period,
at any duly called meeting of the stockholders of Parent (or any adjournment or postponement thereof), and in any action by written
consent of the stockholders of Parent requested by Parent’s board of directors or undertaken as contemplated by the Transactions,
such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares
to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or
consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval
of the Transactions (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement
that would result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of Parent or Merger
Sub contained in the Merger Agreement, (c) in favor of the proposals set forth in Parent’s proxy statement (including,
without limitation, in favor of the election of the Company’s designees to the board of directors of Parent set forth on
Schedule II hereto), to be filed by Parent with the SEC relating to the Offer and the Transactions (including any proxy supplement
thereto, the “Proxy Statement”), and (d) except as set forth in the Proxy Statement, against the
following actions or proposals: (i) any Parent Acquisition Transaction or any proposal in opposition to approval of the Merger
Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any material change
in the present capitalization of Parent or any amendment of the certificate of incorporation or bylaws of Parent; (B) any
change in Parent’s corporate structure or business; or (C) any other action or proposal involving Parent or any of
its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely
affect the Transactions or would reasonably be expected to result in any of Parent’s closing conditions or obligations under
the Merger Agreement not being satisfied. Each of the Stockholders agrees not to, and shall cause its Affiliates not to, enter
into any agreement, commitment or arrangement with any person the effect of which would be inconsistent with or violative of the
provisions and agreements contained in this Article II.


 


Section 2.2 No
Obligation as Director or Officer. Nothing in this Agreement shall be construed to impose any obligation or limitation on
votes or actions taken by any director, officer, employee, agent or other representative (collectively, “Representatives”)
of any Stockholder or by any Stockholder that is a natural person, in each case, in his or her capacity as a director or officer
of Parent.


 


ARTICLE
III


COVENANTS


 


Section 3.1 Generally.


 


(a)
Each of the Stockholders agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without the
Company’s prior written consent (except to a permitted transferee as set forth in Section 7(c) in that certain
letter agreement, dated July 22, 2015, between Parent and such Stockholder (the “Insider Letter”) who
agrees in writing to be bound by the terms of this Agreement), (i) offer for sale, sell (including short sales), transfer,
tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”),
or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing
arrangement) with respect to, or consent to, a Transfer of, any or all of the Subject Shares; (ii) grant any proxies or powers
of attorney with respect to any or all of the Subject Shares; (iii) permit to exist any lien of any nature whatsoever with
respect to any or all of the Subject Shares; or (iv) take any action that would have the effect of preventing, impeding,
interfering with or adversely affecting such Stockholder’s ability to perform its obligations under this Agreement.


 


(b)
In the event of a stock dividend or distribution, or any change in the Common Stock or Warrants by reason of any stock dividend
or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject
Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions
and any securities into which or for which any or all of the Subject Shares or Warrants may be changed or exchanged or which are
received in such transaction. Each of the Stockholders agrees, while this Agreement is in effect, to notify the Company promptly
in writing (including by e-mail) of the number of any additional shares of Common Stock acquired by such Stockholder, if any,
after the date hereof.


 


(c)
Each of the Stockholders agrees, while this Agreement is in effect, not to take or agree or commit to take any action that would
make any representation and warranty of such Stockholder contained in this Agreement inaccurate in any material respect. Each
of the Stockholders further agrees that it shall use its reasonable best efforts to cooperate with the Company to effect the transactions
contemplated hereby and the Transactions.


 






    	 	- 2 -	 



     


    

 


Section 3.2 Standstill
Obligations of the Stockholders. Each of the Stockholders covenants and agrees with the Company that, during the Voting Period:


 


(a)
None of the Stockholders shall, nor shall any Stockholder act in concert with any person to make, or in any manner participate
in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the proxy
solicitation rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any person with
respect to the voting of, any shares of Common Stock in connection with any vote or other action with respect to a business combination
transaction, other than to recommend that stockholders of Parent vote in favor of adoption of the Merger Agreement and in favor
of adoption of the other proposals set forth in the Proxy Statement (including the election of the directors set forth on Schedule
II hereto) (and any actions required in furtherance thereof and otherwise as expressly provided by Article II of this Agreement).


 


(b)
None of the Stockholders shall, nor shall any Stockholder act in concert with any person to, deposit any of the Subject Shares
in a voting trust or subject any of the Subject Shares to any arrangement or agreement with any person with respect to the voting
of the Subject Shares, except as provided by Article II of this Agreement.


 


Section 3.3 Stop
Transfers. Each of the Stockholders agrees with, and covenants to, the Company that such Stockholder shall not request that
Parent register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Subject
Shares during the term of this Agreement without the prior written consent of the Company other than pursuant to a transfer permitted
by Section 3.1(a) of this Agreement.


 


ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF STOCKHOLDERS


 


Each
of the Stockholders hereby represents and warrants, severally but not jointly, to the Company as follows:


 


Section 4.1 Binding
Agreement. Such Stockholder (a) if a natural person, is of legal age to execute this Agreement and is legally competent
to do so and (b) if not a natural person, (i) is a corporation, limited liability company or partnership duly organized
and validly existing under the laws of the jurisdiction of its organization and (ii) has all necessary power and authority
to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby by such Stockholder has been duly authorized by all necessary
corporate, limited liability or partnership action on the part of such Stockholder, as applicable. This Agreement, assuming due
authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms (except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting
creditor’s rights, and to general equitable principles).


 


Section 4.2 Ownership
of Shares. Schedule I hereto sets forth opposite such Stockholder’s name the number of all of the shares of Common Stock
and the number of all of the Warrants over which such Stockholder has beneficial ownership as of the date hereof. As of the date
hereof, such Stockholder is the lawful owner of the shares of Common Stock and Warrants denoted as being owned by such Stockholder
on Schedule I and has the sole power to vote or cause to be voted such shares of Common Stock and, assuming the exercise of the
Warrants, the shares of Common Stock underlying such Warrants. Such Stockholder has good and valid title to the Common Stock and
Warrants denoted as being owned by such Stockholder on Schedule I, free and clear of any and all pledges, mortgages, encumbrances,
charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever,
other than those created by this Agreement, those imposed by the Insider Letter and those imposed by applicable law, including
federal and state securities laws. There are no claims for finder’s fees or brokerage commission or other like payments
in connection with this Agreement or the transactions contemplated hereby payable by such Stockholder pursuant to arrangements
made by such Stockholder. Except for the shares of Common Stock and Warrants denoted on Schedule I, as of the date of this Agreement,
such Stockholder is not a beneficial owner or record holder of any (i) equity securities of Parent, (ii) securities of Parent
having the right to vote on any matters on which the holders of equity securities of Parent may vote or which are convertible
into or exchangeable for, at any time, equity securities of Parent, or (iii) options or other rights to acquire from Parent any
equity securities or securities convertible into or exchangeable for equity securities of Parent.


 






    	 	- 3 -	 



     


    

 


Section 4.3 No
Conflicts.


 


(a)
No filing with, or notification to, any Governmental Entity, and no consent, approval, authorization or permit of any other person
is necessary for the execution of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby. If such Stockholder is a natural person, no consent of such Stockholder’s spouse is necessary under
any “community property” or other laws in order for such Stockholder to enter into and perform its obligations under
this Agreement.


 


(b)
None of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (i) conflict with or result
in any breach of the organizational documents of such Stockholder, as applicable, (ii) result in, or give rise to, a violation
or breach of or a default under any of the terms of any material contract, understanding, agreement or other instrument or obligation
to which such Stockholder is a party or by which such Stockholder or any of such Stockholder’s Subject Shares or assets
may be bound, or (iii) violate any applicable order, writ, injunction, decree, law, statute, rule or regulation of any Governmental
Entity, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair such
Stockholder’s ability to perform its obligations under this Agreement in any material respect.


 


Section 4.4
Reliance by the Company. Such Stockholder understands and acknowledges that the Company is entering into the Merger Agreement
in reliance upon the execution and delivery of this Agreement by the Stockholders.


 


Section
4.5 No Inconsistent Agreements. Such Stockholder hereby covenants and agrees that, except for this Agreement, such Stockholder
(a) has not entered into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting
trust with respect to such Stockholder’s Subject Shares inconsistent with such Stockholder’s obligations pursuant
to this Agreement, (b) has not granted, nor will grant at any time while this Agreement remains in effect, a proxy, a consent
or power of attorney with respect to such Stockholder’s Subject Shares and (c) has not entered into any agreement or knowingly
taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty
of such Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing such Stockholder
from performing any of its material obligations under this Agreement.


 


Section
4.6. Stockholder Has Adequate Information. Such Stockholder is a sophisticated stockholder and has adequate information
concerning the business and financial condition of the Parent and the Company to make an informed decision regarding the transactions
contemplated by the Merger Agreement and has independently and without reliance upon the Parent or the Company and based on such
information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such
Stockholder acknowledges that the Company has not made and does not make any representation or warranty, whether express or implied,
of any kind or character except as expressly set forth in this Agreement. Such Stockholder acknowledges that the agreements contained
herein with respect to the Subject Shares held by such Stockholder are irrevocable.


 


ARTICLE
V


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


The
Company hereby represents and warrants to the Stockholders as follows:


 


Section 5.1 Binding
Agreement. The Company is a corporation, duly organized and validly existing under the laws of the State of Delaware. The
Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby
by the Company have been duly authorized by all necessary corporate actions on the part of the Company. This Agreement, assuming
due authorization, execution and delivery hereof by the Stockholders, constitutes a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting
creditor’s rights, and to general equitable principles).


 






    	 	- 4 -	 



     


    

 


Section 5.2 No
Conflicts.


 


(a)
No filing with, or notification to, any Governmental Entity, and no consent, approval, authorization or permit of any other person
is necessary for the execution of this Agreement by the Company and the consummation by the Company of the transactions contemplated
hereby.


 


(b)
None of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated
hereby or compliance by the Company with any of the provisions hereof shall (i) conflict with or result in any breach of
the organizational documents of the Company, (ii) result in, or give rise to, a violation or breach of or a default under
any of the terms of any material contract, understanding, agreement or other instrument or obligation to which the Company is
a party or by which the Company or any of its assets may be bound, or (iii) violate any applicable order, writ, injunction,
decree, law, statute, rule or regulation of any Governmental Entity, except for any of the foregoing as would not reasonably be
expected to impair the Company’s ability to perform its obligations under this Agreement in any material respect.


 


ARTICLE
VI


TERMINATION


 


Section 6.1 Termination.
This Agreement shall automatically terminate, and none of the Company or the Stockholders shall have any rights or obligations
hereunder, and this Agreement shall become null and void and have no effect upon the earliest to occur of: (a) as to each
Stockholder, the mutual written consent of the Company and such Stockholder, (b) the Closing Date (following the performance
of the obligations of the Parties required to be performed on the Closing Date) and (c) the date of termination of the Merger
Agreement in accordance with its terms. The termination of this Agreement shall not prevent any Party hereunder from seeking any
remedies (at law or in equity) against another Party hereto or relieve such Party from liability for such Party’s breach
of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of Article VII shall survive the
termination of this Agreement.


 


ARTICLE
VII


MISCELLANEOUS


 


Section 7.1 Further
Assurances. From time to time, at the other Party’s request and without further consideration, each Party shall execute
and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate
the transactions contemplated by this Agreement.


 


Section 7.2 Fees
and Expenses. Each of the Parties shall be responsible for its own fees and expenses (including, without limitation, the fees
and expenses of investment bankers, accountants and counsel) in connection with the entering into of this Agreement and the consummation
of the transactions contemplated hereby.


 


Section 7.3 No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership
or incidence of ownership of or with respect to any Subject Shares.


 


Section 7.4 Amendments,
Waivers, etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution
and delivery of a written agreement executed by each of the Parties hereto. The failure of any Party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon
compliance by any other Party hereto with its obligations hereunder, and any custom or practice of the Parties at variance with
the terms hereof shall not constitute a waiver by such Party of its right to exercise any such or other right, power or remedy
or to demand such compliance.


 






    	 	- 5 -	 



     


    

 


Section 7.5 Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid,
return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall
be specified by like notice):


 


	 	(a)	If
to the Company:



 


Daseke,
Inc.

15455 Dallas Parkway, Suite 440

Addison, TX 75001

Attention:Don R. Daseke and Scott Wheeler

Facsimile: (972) 248-0942


Email:don@daseke.com
and scott@daseke.com


 


with
a copy (which shall not constitute notice) to:


 


Vinson
& Elkins LLP

2001 Ross Avenue, Suite 3700

Dallas, TX 72501

Attention:Christopher G. Schmitt and Alan Bogdanow

Facsimile:(214) 999-7712


Email:cschmitt@velaw.com
and abogdanow@velaw.com


 


	 	(b)	If
    to any of the Stockholders:


 


c/o
Hennessy Capital Partners II LLC


700
Louisiana Street, Suite 900


Houston,
Texas 77002


Attention:
Daniel J. Hennessy, Kevin Charlton and Nicholas Petruska


Email:
dhennessy@hennessycapllc.com, kcharlton@hennessycapllc.com and npetruska@hennessycapllc.com


 


with
copies (which shall not constitute notice) to:


 


Sidley
Austin LLP


One
South Dearborn


Chicago,
Illinois 60603


Attention:
Jeffrey N. Smith and Dirk W. Andringa


Facsimile:
(312) 853-7036


Email:
jnsmith@sidley.com and dandringa@sidley.com


 


and
to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attention:
Stuart Neuhauser


Facsimile:
(212) 370-7889


Email:
sneuhauser@egsllp.com


 


Section 7.6 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


Section 7.7 Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.


 






    	 	- 6 -	 



     


    

 


Section 7.8 Entire
Agreement; Assignment. This Agreement (together with the Merger Agreement, to the extent referred to herein, and the schedules
hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior
agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.
Except for transfers permitted by Section 3.1, this Agreement shall not be assigned by operation of law or otherwise without
the prior written consent of the other Party.


 


Section 7.9 Certificates.
Promptly following the date of this Agreement, each Stockholder shall advise Parent’s transfer agent in writing that such
Stockholder’s Subject Shares are subject to the restrictions set forth herein and, in connection therewith, provide Parent’s
transfer agent in writing with such information as is reasonable to ensure compliance with such restrictions.


 


Section 7.10 Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature
whatsoever under or by reason of this Agreement.


 


Section 7.11 Interpretation.
When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise
indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,”
“hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Whenever used
in this Agreement, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders.
This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the
Party drafting or causing any instrument to be drafted.


 


Section 7.12 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.


 


Section 7.13 Specific
Performance; Jurisdiction. The Parties agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of
the State of Delaware lacks jurisdiction, then in the applicable Delaware state court) or, if under applicable law exclusive jurisdiction
over such matter is vested in the federal courts, any court of the United States located in the State of Delaware (or any court
in which appeal from such courts may be taken), this being in addition to any other remedy to which such Party is entitled at
law or in equity. In addition, each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of the
Court of Chancery of the State of Delaware or any court of the United States located in the State of Delaware (or any court in
which appeal from such courts may be taken) in the event any dispute arises out of this Agreement or any of the transactions contemplated
by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware or, if under applicable
law exclusive jurisdiction over such matter is vested in the federal courts, any court of the United States located in the State
of Delaware (or any court in which appeal from such courts may be taken) and (d) consents to service being made through the
notice procedures set forth in Section 7.5. Each of the Stockholders and the Company hereby agrees that service of any process,
summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7.5 shall be effective
service of process for any proceeding in connection with this Agreement or the transactions contemplated hereby.


 


Section 7.14 Counterparts.
This Agreement may be executed in counterparts (including by facsimile or pdf or other electronic document transmission), each
of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.


 


Section 7.15 No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between the Stockholders,
on the one hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency, partnership,
joint venture or any like relationship between or among the parties hereto. Without limiting the generality of the foregoing sentence,
each of the Stockholders (a) is entering into this Agreement solely on its own behalf and shall not have any obligation to
perform on behalf of any other holder of Common Stock or any liability (regardless of the legal theory advanced) for any breach
of this Agreement by any other holder of Common Stock and (b) by entering into this Agreement does not intend to form a “group”
for purposes of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable law. Each of the Stockholders
has acted independently regarding its decision to enter into this Agreement and regarding its investment in Parent. 


 


[Remainder
of Page Intentionally Left Blank]


 






    	 	- 7 -	 



     


    

 


IN
WITNESS WHEREOF, the Company and the Stockholders have caused this Agreement to be duly executed as of the day and year first
above written.


 


		DASEKE,
INC. 
			 
	 	By:	 /s/ R. Scott Wheeler
	 	Name:	R.
Scott Wheeler
	 	Title:	Corporate
Chief Financial Officer and

 Executive Vice President




 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Voting and Support Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, the Company and the Stockholders have caused this Agreement to be duly executed as of the day and year first
above written.


 





	 	HENNESSY
    CAPITAL PARTNERS II LLC
	 		 	 
	 	By:
    Hennessy Capital LLC, its managing member
	 	 	 	 
	 		By:	/s/
Daniel J. Hennessy
	 		
    Name:	
    Daniel J. Hennessy
	 		Title:	Managing
Member
	 	 	 	 
	 	/s/
    Kevin Charlton 
	 	KEVIN
    CHARLTON
	 	 
	 	/s/
Nicholas Petruska 
	 	NICHOLAS
    PETRUSKA
	 	 
	 	THE BRADLEY J. BELL REVOCABLE TRUST
	 	 	 	 
	 		By:	
    /s/ Bradley J. Bell
	 		Name:	Bradley
J. Bell
	 		Title:	Trustee
	 	 	 	
	 	/s/
    Richard Burns
	 	RICHARD
    BURNS
	 	 
	 	BALLYBUNION,
    LLC
	 	 
	 		By:	/s/Peter
    Shea
	 		Name:	Peter
Shea
	 		Title:	Manager
	 	 	 	 
	 	/s/
    Thomas J. Sullivan 
	 	THOMAS
    J. SULLIVAN
	 	 	 	 
	 	/s/
    Charles B. Lowrey II
	 	CHARLES
    B. LOWREY II








 


 


 


[Signature
Page to Voting and Support Agreement]


 






     


     


    

 


SCHEDULE
I


 


Beneficial
Ownership of Securities


 


	Stockholder	 	Number of

Shares	 	 	Number of

Warrants	 
	Hennessy Capital Partners II LLC	 	 	4,549,977	 	 	 	15,080,756	 
	Kevin Charlton	 	 	200,000	 	 	 	—	 
	Nicholas Petruska	 	 	35,000	 	 	 	—	 
	The Bradley J. Bell Revocable Trust	 	 	50,000	 	 	 	—	 
	Richard Burns	 	 	50,000	 	 	 	—	 
	Thomas J. Sullivan	 	 	50,000	 	 	 	—	 
	Ballybunion, LLC	 	 	50,000	 	 	 	—	 
	Charles B. Lowrey	 	 	5,000	 	 	 	—	 
	Total	 	 	4,989,977	 	 	 	15,080,756	 









 






     


     


    

 


SCHEDULE
II


 


Directors


 


Don
R. Daseke


Mark
Sinclair